WFEA Articles of Incorporation

These Articles of Incorporation for the Wisconsin Foundation for Educational Administration, Inc., were executed on the 13th day of November, 1982, by the undersigned for the purpose of forming a nonprofit, nonstock Wisconsin corporation under Chapter 181 of the Wisconsin statutes.

Article I - Name

The name of this corporation is the Wisconsin Foundation for Educational Administration, Inc., hereinafter referred to as the "Foundation".

Article II - Existence

The Foundation is created as a nonprofit, nonstock Wisconsin corporation under Chapter 181 of the Wisconsin statutes. The Foundation shall have perpetual existence. Within fifteen (15) months from the end of the month in which it is organized, the Foundation shall submit an application for tax-exempt status under section 501(c)(3) of the Internal Revenue Code of 1954, as amended. The application shall be filed to establish that the Foundation is not a "private foundation" within the meaning of section 509 of the Internal Revenue Code of 1954, as amended, or any successor provision.

Article III - Purpose

The exclusive purpose for which the Foundation is created is to perform certain functions for, and to assist in carrying out the educational, scientific, and charitable purposes of the Association of Wisconsin School Administrators, Inc., a nonprofit, nonstock Wisconsin corporation under Chapter 181 of the Wisconsin statutes, with an office located at 4797 Hayes Road, Suite #1, Madison, Wisconsin 53704.

To accomplish this purpose, the Foundation shall:

A. Advance education in the field of educational administration.

B. Develop and improve educational administration inservice education by conducting education conferences, conventions, seminars, and workshops.

C. Engage in research in the field of educational administration and disseminate the results of such research to the public by means of journals and other appropriate publications.

D. Assist qualified individuals in the study of educational administration by establishing and administering scholarship funds for that purpose.

E. Assist appropriate federal, state, and local education and other agencies in training and research programs in the field of educational administration.

F. Assist with identifying candidates for educational administration who have high potential for success.

G. Engage in such other general activities which are supportive of the purely educational, scientific, and charitable purpose of the Association of Wisconsin School Administrators as the Association may direct.

The Foundation is expressly prohibited from engaging in any activity which would be inconsistent with the status of an educational, scientific, and charitable organization as defined in section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or any successor provision. None of the above-stated activities of the Foundation shall be construed as other than for purposes that are appropriate for an educational, scientific, and charitable organization as defined in section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or any successor provision. The purpose of the Foundation is also expressly limited by the restrictions that are set forth in Article VIII of these articles of incorporation.

Article IV - Principal Office and Registered Agent

The principal office of the Foundation is 4797 Hayes Road, Suite 103, Madison, Wisconsin 53704. The name and address of the initial registered agent for the Foundation is Thomas D. Beattie, 4797 Hayes Road, Suite 103, Madison, Wisconsin 53704.

Article V - Amendment

These articles may be amended in the manner authorized by law at the time the amendment is proposed. Any amendments may only contain such provisions as might lawfully have been contained in these original articles.

Article VI - Board of Trustees

The affairs of the Foundation shall be managed by a Board of Directors that shall be known as the "Board of Trustees" of the Foundation. The Board of Trustees shall be comprised of the individuals serving on the Board of Directors of the Association of Wisconsin School Administrators, Inc., and no less than one nor more than five additional members who are not concurrently serving on the Board of Directors of the Association of Wisconsin School Administrators, Inc., as appointed to serve a one-year term by majority vote of the members of the Board of Trustees also serving on the Board of Directors of the Association of Wisconsin School Administrators, Inc.

Article VII - Organization and Membership Provisions

The Foundation shall be a corporation without stockholders and without members. The Foundation shall be sponsored and controlled by the Association of Wisconsin School Administrators, Inc., and is organized exclusively for educational, scientific, and charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or any successor provision.

Article VIII - Restrictions

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to any member of the Board of Trustees, or any sponsor, donor, creator, director, officer, employee, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III of these articles. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or any successor provision; or, (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954, as amended, or any successor provision.

As provided in Article II, an application shall be filed to establish that the Foundation is not a "private foundation" within the meaning of section 509 of the Internal Revenue Code of 1954, as amended, or any successor provision. However, if at any time the Foundation is, or is treated as if it were a "private foundation" within the meaning of Section 509 of the Internal Revenue Code of 1954, as amended, or any successor provision, then the following additional restrictions shall apply:

A. The Foundation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code of 1954, as amended, or any successor provision.

B. The Foundation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code of 1954, as amended, or any successor provision.

C. The Foundation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code of 1954, as amended, or any successor provision.

D. The Foundation will not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code of 1954, as amended, or any successor provision.

E. The Foundation will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1954, as amended, or any successor provision.

Article IX - Dissolution

In accordance with the applicable provisions of the Wisconsin statutes, upon the dissolution of the Foundation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or any successor provision, as the Board of Trustees shall determine. Any such assets not so distributed of shall be disposed of by the Circuit Court for the county in which the principal office of the Foundation is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article X - Bylaws

The initial by-laws of the Foundation shall be adopted by the Board of Trustees. The Board of Trustees is authorized and empowered to alter, amend, or repeal the by-laws by a majority vote of the members of the Board of Trustees in attendance at any duly-called meeting of the Board of Trustees. No by-law adopted pursuant to this section shall be effective if it is inconsistent with the Foundation's status as an educational, scientific, and charitable organization within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or any successor provision.

Article XI - Incorporators

The following individuals are the incorporators of the Foundation:

Charles A. Hayes
10726 Crestview Drive
Cedarburg, Wisconsin 53012

Stanley S. Angell
4777 Vosen Road
Middleton, Wisconsin 53562

Corliss J. Deets
721 North Fourth
Fort Atkinson, Wisconsin 53538

Charles R. Hilston
4797 Hayes Road, Suite 103
Madison, Wisconsin 53704

These articles including by reference the attached sheets were executed in duplicate this 13th day of November, 1982, in Lake Geneva, Wisconsin.

(SIGNATURES OF ALL INCORPORATORS)

Charles A. Hayes
Corliss J. Deets
Stanley S. Angell
Charles R. Hilston

State of Wisconsin )
) ss.
County of Walworth )

Personally came before me this 13th day of November, 1982, the above-named Charles A. Hayes, Corliss J. Deets, Stanley S. Angell, Charles R. Hilston to me known to be the persons who executed the foregoing instrument, and acknowledged the same.

(SEAL)

Thomas R. Grogan, Notary Public
My commission is permanent.

This document, consisting of four (4) pages and one (1) attachment of three (3) pages, was drafted by Thomas R. Grogan, Attorney at Law, 4797 Hayes Road, Suite 103, Madison, Wisconsin 53704; telephone (608) 241-0300.